Form 4: Rackspace CHRO Sells Shares for Tax Obligations

Rackspace Technology's Chief Human Resources Officer, Kellie Teal-Guess, sold 18,301 shares of common stock to cover tax obligations from vested restricted stock units.

Summary

• Kellie Teal-Guess, Chief Human Resources Officer of Rackspace Technology, Inc. (RXT), reported a sale of common stock.
• A total of 18,301 shares were sold between December 1, 2025, and December 3, 2025.
• The weighted average sale price for these transactions was $1.01 per share.
• The sale was a "sell to cover" transaction, solely intended to satisfy tax withholding obligations associated with the vesting of previously granted restricted stock units.
• This transaction was executed under a Rule 10b5-1 trading plan adopted by Ms. Teal-Guess on September 12, 2023.
• Following this transaction, Ms. Teal-Guess beneficially owns 1,043,650 shares of Rackspace Technology common stock directly.

Sentiment

Score: 5

Explanation: The filing reports a routine, pre-planned 'sell to cover' transaction by an executive to satisfy tax obligations from vested equity. This is a neutral event, not indicative of positive or negative operational performance or strategic shifts.

Positives

• The transaction was executed pursuant to a Rule 10b5-1 trading plan, indicating pre-planning and adherence to insider trading regulations.
• The sale was for the specific purpose of covering tax withholding obligations, which is a routine and expected event for executives receiving equity compensation.

Negatives

• The sale reduces the direct beneficial ownership of common stock by a key executive, Kellie Teal-Guess, by 18,301 shares.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• This transaction was executed in multiple trades from 12/1/2025 to 12/3/2025. The price reported above reflects the weighted average sale price.
• Reflects the number of shares of common stock that were sold in a "sell to cover" transaction for the sole purpose of satisfying tax withholding obligations in connection with the vesting of restricted stock units previously granted to the reporting person.
• This transaction was made pursuant to a Rule 10b5-1 trading plan in the form of a durable sell-to-cover instruction adopted by the reporting person on September 12, 2023.

Industry Context

The sale of shares by an executive to cover tax obligations upon the vesting of restricted stock units is a common and routine event across all industries for publicly traded companies. It reflects a standard component of executive compensation and tax planning, rather than a discretionary sale based on market outlook.

Comparison to Industry Standards

• The use of a Rule 10b5-1 trading plan for such transactions is a standard best practice in corporate governance, ensuring compliance with insider trading regulations and providing an affirmative defense against claims of trading on material non-public information. This aligns with practices seen at comparable technology companies like IBM, Accenture, or DXC Technology, where executives frequently utilize such plans for equity compensation management.
• The 'sell to cover' mechanism is a widely accepted method for executives to manage tax liabilities arising from equity awards, preventing the need for personal funds to cover these obligations and is consistent with compensation structures across the S&P 500.

Corporate Governance

Stakeholder Impact

• Shareholders: A minor reduction in insider ownership, but the pre-planned, tax-related nature of the sale suggests no negative implications for company prospects.
• Employees: No direct impact on general employees.
• Management: The transaction is a standard part of executive compensation and tax management.

Key Dates

Keywords

Rackspace Technology, RXT, Kellie Teal-Guess, Chief Human Resources Officer, Form 4, Insider Trading, Stock Sale, Restricted Stock Units, Tax Withholding, 10b5-1 Plan, Executive Compensation